-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jp4LmK5sWjmKaAcss5z56jtpmvAfemuGZaiWd3i/qvhFPs8esZW3XZqV8PmSo8oY 9xTPmQw8iCJHxoy1o+o+Lg== 0000950130-98-004519.txt : 19980917 0000950130-98-004519.hdr.sgml : 19980917 ACCESSION NUMBER: 0000950130-98-004519 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980916 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO & CO CENTRAL INDEX KEY: 0000105598 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132553920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-10469 FILM NUMBER: 98710598 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 8004114932 MAIL ADDRESS: STREET 1: 343 SANSOME ST 3RD FL STREET 2: WELLS FARGO BANK CITY: SAN FRANCISCO STATE: CA ZIP: 94163 POS AM 1 POST-EFFECTIVE AMENDMENT #1 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1998 REGISTRATION NO. 333-10469 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- WELLS FARGO & COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-2553920 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 420 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94163 (800) 411-4932 (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES) GEORGE W. FEHLHABER SENIOR VICE PRESIDENT AND TREASURER WELLS FARGO & COMPANY 420 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94163 (800) 411-4932 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) -------------- COPIES TO: DOUGLAS D. SMITH, ESQ. MITCHELL S. EITEL, ESQ. GIBSON, DUNN & CRUTCHER LLP SULLIVAN & CROMWELL ONE MONTGOMERY STREET 125 BROAD STREET TELESIS TOWER, 26TH FLOOR NEW YORK, NEW YORK 10004 SAN FRANCISCO, CALIFORNIA 94104 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED(1) PER SECURITY OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------- Notes..................................... Preferred Stock(3)........................ Depositary Shares(4)(5)................... $3,500,000,000 100%(2) $3,500,000,000 $1,206,897(7) Common Stock(6)...........................
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) In United States dollars or the equivalent thereof in foreign currency or currency units. If any of the Notes are issued at an original issue discount, this amount will be increased such that the public offering price will equal $3,500,000,000. (2) Estimated solely for the purpose of calculating the registration fee. The aggregate public offering price of Notes, Preferred Stock and Common Stock sold will not exceed $3,500,000,000. (3) Such indeterminate number of shares of Preferred Stock as may from time to time be issued at indeterminate prices and, in addition, as may be issuable upon conversion, exchange or in payment of the Notes registered hereunder. (4) Such indeterminate number of Depositary Shares as may be issued in the event the registrant elects to offer fractional interests in shares of Preferred Stock registered hereunder. (5) No additional consideration will be received for the Depositary Shares and therefore no registration fee is required pursuant to Rule 457(j). (6) Such indeterminate number of shares of Common Stock as may from time to time be issued at indeterminate prices and, in addition, as may be issuable upon conversion or in payment of the Notes and Preferred Stock registered hereunder. (7) The registration fee was previously paid when this Registration Statement was initially filed with the Commission on August 20, 1996. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- $2,575,000,000 WELLS FARGO & COMPANY SENIOR DEBT SECURITIES SUBORDINATED DEBT SECURITIES PREFERRED STOCK COMMON STOCK WELLS FARGO & COMPANY ("Wells Fargo") intends to offer and sell from time to time its debt securities (the "Notes"), its Preferred Stock, $5.00 par value ("Preferred Stock"), and its Common Stock, $5.00 par value ("Common Stock"), with an aggregate public offering price of $2,575,000,000 (or the equivalent in foreign currencies or composite currencies) on terms to be determined by market conditions at the time of sale. The Notes, the Preferred Stock and the Common Stock (together the "Offered Securities") may be offered separately or together, in separate series, in amounts and at prices and terms to be set forth in an accompanying Prospectus Supplement ("Prospectus Supplement"). At the option of Wells Fargo, the Notes may be issued as senior debt securities ("Senior Notes") or as subordinated debt securities ("Subordinated Notes"). The Offered Securities may be denominated in United States dollars or, at the option of Wells Fargo, in any other currency, in a composite currency or in amounts determined by reference to an index which is specified in the Prospectus Supplement. The specific terms of the Offered Securities in respect of which this Prospectus is being delivered will be set forth in an accompanying Prospectus Supplement. The Notes may be convertible or exchangeable into Preferred Stock or Common Stock of Wells Fargo. The Preferred Stock may be convertible or exchangeable into Notes or Common Stock of Wells Fargo. The Common Stock is listed and traded on the New York Stock Exchange ("NYSE") and the Pacific Exchange under the symbol "WFC." On June 8, 1998, Wells Fargo announced that it had agreed to a merger of equals with Norwest Corporation ("Norwest") in a stock-for-stock transaction. The common stock of Norwest is listed on the NYSE under the symbol "NOB." See "Wells Fargo & Company--Recent Developments." The Offered Securities may be offered and sold directly by Wells Fargo or through one or more underwriters or agents. In addition, the Prospectus Supplement will set forth the terms of sale of the Offered Securities and the identity of any underwriters or agents. Any underwriters, dealers or agents participating in any offering of the Offered Securities may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). See "Plan of Distribution." Payment of the principal of the Subordinated Notes may be accelerated only in the case of certain events of bankruptcy, insolvency or reorganization of Wells Fargo or Wells Fargo Bank, N.A. There is no right of acceleration in the case of a default in the performance of any covenant with respect to the Subordinated Notes, including the payment of interest or principal. See "Description of Notes--Events of Default." ------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCU- RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE- SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE OFFERED SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS BUT ARE UNSECURED DEBT OBLIGATIONS OF, OR EQUITY INTERESTS IN, WELLS FARGO & COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. ------------------------- This Prospectus may not be used to consummate sales of Offered Securities unless accompanied by a Prospectus Supplement covering such Offered Securities. ------------------------- The date of this Prospectus is September 16, 1998 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY WELLS FARGO OR BY ANY UNDERWRITERS OR AGENTS. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE OFFERED SECURITIES TO WHICH THEY RELATE OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH OFFERED SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF. AVAILABLE INFORMATION Wells Fargo is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning Wells Fargo can be inspected at the Commission's office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and the Commission's Regional Offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511), and copies of such material can be obtained from such facilities and the Public Reference Room maintained by the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. Information regarding the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Such material may also be accessed electronically by means of the Commission's home page on the Internet at http://www.sec.gov. In addition, such material can be inspected at the offices of the New York Stock and Pacific Exchanges on which certain of Wells Fargo's securities are listed. This Prospectus does not contain all information set forth in the Registration Statement and Exhibits thereto which Wells Fargo has filed with the Commission under the Securities Act and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by Wells Fargo (File No. 1-06214) and/or by Norwest (File No. 1-2979) pursuant to Section 13 of the Exchange Act are hereby incorporated herein by reference: 1. The Joint Proxy Statement/Prospectus of Wells Fargo and Norwest dated September 11, 1998 (forming part of Norwest's Registration Statement on Form S-4 (No. 333-63247); 2. Wells Fargo's Annual Report on Form 10-K for the year ended December 31, 1997; 3. Wells Fargo's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 1998; 4. Wells Fargo's Current Reports on Form 8-K filed on January 20, March 20, April 3, April 21, May 21, June 8, June 9, June 11, June 18, July 21, July 24 and September 15, 1998; 5. Wells Fargo's description of its common stock in Wells Fargo's Registration Statement on Form 8-B filed on June 17, 1987, including any amendment or report filed with the Commission for the purpose of updating such description; 6. Norwest's Annual Report on Form 10-K for the year ended December 31, 1997; 7. Norwest's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 1998; 8. Norwest's Current Reports on Form 8-K filed on January 22, April 20, April 22, June 8, June 9, June 12, June 18, July 22 and August 5, 1998; and 2 9. Norwest's description of its common stock in Norwest's Current Report on Form 8-K filed on October 13, 1997 and description of Norwest Preferred Stock Purchase Rights in Norwest's Registration Statement on Form 8-A filed on December 6, 1988, including any amendment or report filed with the Commission for the purpose of updating such descriptions. All documents and reports filed with the Commission by Wells Fargo or Norwest pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Offered Securities shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the dates of filing such documents or reports. Any statement contained herein, in any supplement hereto, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of the Registration Statement, this Prospectus and any Prospectus Supplement to the extent that a statement contained herein, in any supplement hereto, or in any subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement, this Prospectus or any supplement hereto. Any person receiving a copy of this Prospectus may obtain without charge, upon written or oral request, a copy of any of the documents or reports incorporated by reference herein, except for the exhibits to such documents unless such exhibits are specifically incorporated by reference therein, from Wells Fargo & Company, Investor/Public Relations, MAC #0163-029, 343 Sansome Street, San Francisco, California 94163 (telephone number (415) 396-0560), as to Company documents; and from Norwest Corporation, Investor Relations, Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479 (telephone number (888) 662-7865), as to Norwest documents. WELLS FARGO & COMPANY GENERAL Wells Fargo is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "BHCA"), and incorporated in Delaware. Based on assets as of June 30, 1998, Wells Fargo was the 11th largest bank holding company in the United States. Wells Fargo's principal subsidiary is Wells Fargo Bank, N.A., which is the successor to the banking portion of the business founded by Henry Wells and William G. Fargo in 1852. Today, Wells Fargo operates one of the largest banking businesses in the United States. Wells Fargo Bank, N.A. provides a broad range of financial products and services through electronic and traditional channels. Wells Fargo Bank, N.A. is primarily engaged in retail, commercial and corporate banking, real estate lending and trust and investment services. Wells Fargo is also the parent corporation of Wells Fargo Bank (Texas), N.A., through which banking operations in Texas are primarily conducted, and Wells Fargo Bank (Arizona), N.A., which operates Wells Fargo's credit card business. Wells Fargo has a majority ownership interest in Wells Fargo HSBC Trade Bank, N.A., which provides trade financing, letters of credit and collection services. Wells Fargo also has other wholly-owned subsidiaries which provide various banking-related services. At June 30, 1998, Wells Fargo's total assets were $93.20 billion, its total deposits were $70.5 billion, and its total stockholders' equity was $13.0 billion. Wells Fargo is a legal entity separate and distinct from its banking and non-banking subsidiaries. Accordingly, the right of Wells Fargo, and thus the right of Wells Fargo's creditors, to participate in any distribution of the assets or earnings of any subsidiary, other than in its capacity as a creditor of such subsidiary, is subject to the prior payment of claims of creditors of such subsidiary. The principal sources of Wells Fargo's revenues are dividends and fees from its subsidiaries. There are various legal limitations on the extent to which Wells Fargo Bank, N.A. may extend credit, pay dividends or otherwise supply funds to Wells Fargo or various of its affiliates. 3 Wells Fargo's executive offices are located at 420 Montgomery Street, San Francisco, California 94163 and its telephone number is (800) 411-4932. RECENT DEVELOPMENTS Wells Fargo has entered into an Agreement and Plan of Merger, dated as of June 7, 1998, and amended and restated as of September 10, 1998 (the "Merger Agreement"), by and among Wells Fargo, Norwest and WFC Holdings Corporation ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Norwest, which provides for the combination of Wells Fargo and Norwest through the merger of Wells Fargo with and into Merger Sub. Norwest is a diversified financial solutions company organized under the laws of Delaware in 1929 and registered under the BHCA. As a diversified financial solutions organization, it owns subsidiaries engaged in banking and in a variety of related businesses. Norwest's subsidiaries provide retail, commercial and corporate banking services to customers through banks located in Arizona, Colorado, Illinois, Indiana, Iowa, Minnesota, Montana, Nebraska, Nevada, New Mexico, North Dakota, Ohio, South Dakota, Texas, Wisconsin and Wyoming. Additional financial services are provided to customers by Norwest's subsidiaries engaged in various businesses, principally mortgage banking, consumer finance, equipment leasing, agricultural finance, commercial finance, and data processing services, trust services, mortgage-backed securities servicing and venture capital investment. At June 30, 1998, Norwest reported total assets of $93.15 billion, total deposits of $56.8 billion and total stockholders' equity of $7.3 billion. Based on total assets at June 30, 1998, Norwest was the 12th largest bank holding company in the United States. Under the terms of the Merger Agreement, Norwest will exchange 10 shares of Norwest common stock for each outstanding share of Wells Fargo common stock. Additionally, each share of Wells Fargo's outstanding preferred stock will be exchanged for a corresponding share of Norwest preferred stock having substantially the same terms of such Company's preferred stock. The merger, which is expected to be accounted for as a pooling of interests, is expected to close in the fourth quarter of 1998 subject to certain conditions of closing, including approval by the Board of Governors of the Federal Reserve System and the stockholders of each of Wells Fargo and Norwest. Additional information with respect to the proposed merger with Norwest is set forth in the Joint Proxy Statement/Prospectus of Wells Fargo and Norwest dated September 11, 1998 incorporated herein by reference. USE OF PROCEEDS The net proceeds from the sale of the Offered Securities will be used for general corporate purposes. Specific allocations of the proceeds to such purposes have not been determined. The net proceeds may be used to reduce outstanding commercial paper and other debt of Wells Fargo. Based upon the anticipated future funding requirements of Wells Fargo and its subsidiaries, Wells Fargo expects that it will, from time to time, engage in additional financings of a character and in amounts to be determined and that its commercial paper borrowings and other short-term debt may be increased above the level prevailing after the initial use of proceeds. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the historical ratios of earnings to fixed charges and the historical ratios of earnings to fixed charges and preferred stock dividends of Wells Fargo for the periods indicated:
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, 1998 1997 1996 1995 1994 1993 ---------------- ---- ---- ---- ---- ---- Consolidated Ratios of Earnings to Fixed Charges /1/,/3/ Including interest on deposits..... 2.05 1.89 1.93 2.19 2.20 1.90 Excluding interest on deposits..... 4.58 4.03 4.64 4.56 5.04 4.53 Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividends /1/,/2/,/3/ Including interest on deposits..... 2.02 1.86 1.82 2.09 2.07 1.77 Excluding interest on deposits..... 4.36 3.78 3.78 3.99 4.18 3.51
4 - -------- /1/For purposes of computing these ratios, earnings represent income before income tax expense plus fixed charges. Fixed charges represent interest expense plus the estimated interest component of net rental expense. /2/The preferred stock dividends are increased to amounts representing the pretax earnings required to cover such dividends. /3/These computations are included herein in compliance with Securities and Exchange Commission regulations. However, management believes the fixed charge ratios are not meaningful measures for the business of Wells Fargo because of two factors. First, even if there were no change in net income, the ratios would decline with an increase in the proportion of income which is tax-exempt or, conversely, they would increase with a decrease in the proportion of income which is tax-exempt. Second, even if there were no change in net income, the ratios would decline if interest income and interest expense increase by the same amount due to an increase in the level of interest rates or, conversely, they would increase if interest income and interest expense decrease by the same amount due to a decrease in the level of interest rates. DESCRIPTION OF NOTES The Senior Notes will be issued under an Indenture, dated as of September 1, 1984, as amended by the First Supplemental Indenture dated as of April 15, 1986, the Second Supplemental Indenture dated as of June 30, 1987, and the Third Supplemental Indenture dated as of January 23, 1991 (together, the "Senior Indenture"), between Wells Fargo and The Chase Manhattan Bank (formerly known as Chemical Bank), as successor Trustee (the "Senior Trustee"). The Subordinated Notes will be issued under an Indenture dated as of December 10, 1992 (the "Subordinated Indenture"), between Wells Fargo and Marine Midland Bank, as Trustee (the "Subordinated Trustee"). In this Prospectus, the Senior Indenture and the Subordinated Indenture are referred to as the "Indentures." The Senior Trustee and the Subordinated Trustee are referred to as the "Trustees." As used in this Prospectus, the term "Senior Notes" means the Senior Notes offered hereby and, unless the context otherwise requires, any other debt securities heretofore or hereafter issued under the Senior Indenture, the term "Subordinated Notes" means the Subordinated Notes offered hereby and, unless the context otherwise requires, any other debt securities heretofore or hereafter issued under the Subordinated Indenture, and the term "Notes" means the Notes offered hereby and, unless the context otherwise requires, any other debt securities heretofore or hereafter issued under the Indentures; and references to "principal" of the Notes shall be deemed to include, unless the context otherwise requires, a reference to premium, if any, on the Notes. Copies of the Indentures and the forms of the Notes are filed or incorporated by reference as exhibits to the Registration Statement. The following summaries of certain provisions of the Indentures and the summary of certain provisions of a particular series of Notes set forth in the Prospectus Supplement relating thereto do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indentures and the respective forms of the Notes, including the definitions therein of certain terms. Whenever particular Sections, Articles or defined terms of the Indentures are referred to, it is intended that such Sections, Articles or defined terms shall be incorporated herein by reference. GENERAL The Indentures do not limit the amount of debt securities which can be issued thereunder and provide that debt securities of any series may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by Wells Fargo. The Indentures do not limit the amount of other indebtedness or securities which may be issued by Wells Fargo. The Notes may be issued at various times with different maturity dates and different principal repayment provisions, may bear interest at different rates, may be payable in currencies other than United States dollars, in composite currencies or in amounts determined by reference to an index and may otherwise vary, all as provided in the Indentures. The Prospectus Supplement will set forth the following specific terms regarding the series of Notes offered thereby: (i) the designation and aggregate principal amount of Notes of such series; (ii) the ranking of the Notes as Senior Notes or Subordinated Notes; (iii) the percentage of their principal amount at which such Notes will 5 be issued; (iv) the date or dates on which such Notes will mature, if any; (v) the rate per annum or the method of determining the rate or rates per annum, if any, at which such Notes will bear interest; (vi) the dates from and on which such interest, if any, will accrue and be payable and the designated record dates for such interest payments; (vii) the currency (which may be a composite currency) in which payment of principal and interest, if any, shall be payable if other than United States dollars; (viii) the index, if any, upon which the amount of principal or interest is determined; (ix) any redemption terms; (x) any conversion or exchange provisions; (xi) provisions for issuance of global securities; and (xii) other specific terms. If so indicated in the applicable Prospectus Supplement, the terms of the Notes offered thereby may differ from those set forth herein. Some of the Notes may be issued as discounted Notes (bearing no interest or interest at a rate which at the time of issuance is below market rates) to be sold at a discount below their stated principal amount. Some of the Notes may be perpetual and have no stated maturity. Federal income tax consequences and other special considerations applicable to such perpetual or discounted Notes will be described in the Prospectus Supplement relating thereto. Interest on the Notes of any series will be payable to the persons in whose names the Notes are registered at the close of business on the record date designated for an interest payment date (Section 2.03). The Notes may be presented for the payment of principal and interest, if any, transfer and exchange at the offices or agencies of Wells Fargo maintained for such purposes in San Francisco and New York City. Payment of any installment of interest may be made at the option of Wells Fargo by check, mailed to the address of the person entitled thereto as it appears on the Register of the Notes of such series (Sections 2.05, 4.01 and 4.02). The Notes will be issued in fully registered form, without coupons, in denominations of $1,000 and any whole multiple of $1,000, unless different authorized denominations are stated in the Prospectus Supplement. No service charge will be made for any exchange or registration of transfer of a Note, but Wells Fargo may require payment of a sum sufficient to cover any tax or other governmental charge (Section 2.05). The Indentures provide that if a series of Notes is denominated in a currency other than United States dollars or in a composite currency, in the absence of a contrary provision in the Notes any action or distribution under the Indentures will be based on the relative amount of United States dollars that could be obtained on such reasonable basis of exchange on such date as is specified by Wells Fargo to the Trustee (Sections 14.10 of the Senior Indenture and 16.10 of the Subordinated Indenture). All of the Notes will be unsecured general obligations of Wells Fargo. The Senior Notes will not be subordinated in right of payment to any other indebtedness of Wells Fargo. Unless otherwise set forth in the applicable Prospectus Supplement, neither the Indentures nor the Notes contain provisions which would afford holders of the Notes protection in the event of a takeover, recapitalization or similar restructuring involving Wells Fargo which could adversely affect the Notes. SUBORDINATION OF SUBORDINATED NOTES The obligation of Wells Fargo to make any payment on account of the principal of and interest on the Subordinated Notes of any series will be subordinate and junior in right of payment to Wells Fargo's obligations to the holders of Senior Indebtedness of Wells Fargo to the extent described in the next paragraph. Senior Indebtedness of Wells Fargo includes the Senior Notes and means (i) any indebtedness of Wells Fargo for borrowed or purchased money, whether or not evidenced by bonds, debentures, notes or other written instruments, (ii) obligations under letters of credit, (iii) any indebtedness or other obligations of Wells Fargo with respect to commodity contracts, interest rate and currency swap agreements, cap, floor and collar agreements, currency spot and forward contracts, and other similar agreements or arrangements designed to protect against fluctuations in currency exchange or interest rates, and (iv) any guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course of business) or other similar contingent obligations in respect of obligations of others of a type described in (i), (ii) or (iii) above, whether or not such obligation is classified as a liability on a balance sheet prepared in accordance with generally accepted accounting principles, in each case listed in (i), (ii), (iii) and (iv) above, whether outstanding on the date of execution of the Subordinated Indenture or thereafter incurred, other than obligations "ranking on a parity" with 6 the Subordinated Notes or "ranking junior" to the Subordinated Notes (as those terms are defined in the Subordinated Indenture) (Section 1.01). The definition of senior indebtedness in certain previously issued subordinated debt of Wells Fargo (the "Prior Subordinated Debt", which term excludes any Subordinated Notes issued under the Subordinated Indenture) includes only indebtedness of or guaranteed by Wells Fargo for borrowed money and any deferred obligation for the payment of the purchase price of property or assets, other than obligations ranking on a parity with or junior to such subordinated indebtedness. As a result of this difference, the holders of Subordinated Notes are subordinated to greater amounts of senior indebtedness of Wells Fargo than holders of such Prior Subordinated Debt and, under the circumstances described in the following paragraph, holders of Subordinated Notes may receive less, ratably, than holders of such Prior Subordinated Debt. As of June 30, 1998, there was $1.6 billion of Senior Indebtedness of Wells Fargo and $2.7 billion of obligations ranking on a parity (as defined in the Subordinated Indenture) with the Subordinated Notes. The Subordinated Indenture does not limit the amount of Senior Indebtedness of Wells Fargo. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to Wells Fargo as a whole, whether voluntary or involuntary, all obligations of Wells Fargo to holders of Senior Indebtedness of Wells Fargo shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of Wells Fargo, the holders of the Subordinated Notes, together with the holders of any obligations of Wells Fargo ranking on a parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets of Wells Fargo the amounts at the time due and owing on account of unpaid principal of and interest on the Subordinated Notes before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of Wells Fargo ranking junior to the Subordinated Notes (Section 14.01). By reason of such subordination, in the event of the insolvency of Wells Fargo, holders of Senior Indebtedness of Wells Fargo may receive more, ratably, and holders of the Subordinated Notes having a claim pursuant to the Subordinated Notes may receive less, ratably, than the other creditors of Wells Fargo. Such subordination will not prevent the occurrence of any Event of Default in respect of the Subordinated Notes (Section 14.10). GLOBAL SECURITIES The Notes of a series may be issued in whole or in part in the form of one or more global securities ("Global Security") that will be deposited with, or on behalf of, a depositary identified in the Prospectus Supplement relating to such series. Global Securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Security may not be transferred except as a whole by the depositary for such Global Security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor (Sections 2.02 and 2.05). The specific terms of the depositary arrangement with respect to any Notes of a series will be described in the Prospectus Supplement relating to such series. Wells Fargo anticipates that the following provisions will apply to all depositary arrangements. Upon the issuance of a Global Security, the depositary for such Global Security will credit, on its book-entry registration and transfer system, the respective principal amounts of the Notes represented by such Global Security to the accounts of institutions that have accounts with such depositary ("Participants"). The accounts to be credited shall be designated by the underwriters of such Notes, by certain agents of Wells Fargo or by Wells Fargo, if such Notes are offered and sold directly by Wells Fargo. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold interests through Participants. Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary with respect to Participants' interests in such Global Security or by Participants or by persons that hold through Participants with respect to beneficial owners' 7 interests. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such ownership limits and such laws may impair the ability to transfer beneficial interests in a Global Security. So long as the depositary for a Global Security, or its nominee, is the holder of such Global Security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Security for all purposes under the Indenture governing such Notes. Except as set forth below, owners of beneficial interests in a Global Security will not be entitled to have Notes of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Notes of such series in definitive form and will not be considered the owners or holders thereof under the Indenture governing such Notes. Principal and interest payments on Notes registered in the name of or held by a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the Global Security representing such Notes. Wells Fargo expects that the depositary for Notes of a series, upon receipt of any payment of principal or interest in respect of a Global Security, will immediately credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such depositary. Wells Fargo also expects that payments by Participants or persons who hold interests through Participants to owners of beneficial interests in such Global Security held through such Participants or persons will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participants or persons. None of Wells Fargo, the Trustee for such Notes, any paying agent or any registrar for such Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security for such Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. If a depositary for Notes of a series is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by Wells Fargo within 90 days, Wells Fargo will issue Notes of such series in definitive form in exchange for the Global Security or Securities representing the Notes of such series. In addition, Wells Fargo may at any time and in its sole discretion determine not to have any Notes of a series represented by one or more Global Securities and, in such event, will issue Notes of such series in definitive form in exchange for the Global Security or Securities representing such Notes. CONVERSION AND EXCHANGE The terms, if any, on which Notes of any series are convertible into or exchangeable for Common Stock or Preferred Stock will be set forth in the Prospectus Supplement relating thereto. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of Wells Fargo, in which the number of shares of Common Stock or Preferred Stock to be received by the holders of Notes would be calculated according to the market price of Common Stock or Preferred Stock as of a time stated in the Prospectus Supplement. LIMITATION ON SALE OR ISSUANCE OF CAPITAL STOCK OR CONVERTIBLE SECURITIES OF, AND MERGER OR SALE OF ASSETS BY, THE BANK The Senior Indenture contains a covenant that (i) Wells Fargo will not, and will not permit the Bank to issue, sell, transfer, assign, pledge or otherwise dispose of any shares of Capital Stock of any class of the Bank or any securities convertible or exchangeable into shares of Capital Stock of any class of the Bank, unless, after giving effect to such transaction and to shares issuable upon conversion or exchange of outstanding securities convertible or exchangeable into such Capital Stock (including such securities, if any, which may be the subject of such transaction), at least 80% of the outstanding shares of Capital Stock of each class of the Bank shall be owned at that time directly or indirectly by Wells Fargo; and (ii) Wells Fargo will not permit the Bank to merge 8 or consolidate or convey or transfer all or substantially all of its assets, unless at least 80% of the outstanding shares of Capital Stock of each class (after giving effect to such transaction and to shares issuable upon conversion or exchange of outstanding securities convertible or exchangeable into Capital Stock, including such securities, if any, which may be issued in such transaction) of the surviving corporation in the case of merger or consolidation or of the transferee corporation in the case of a conveyance or transfer shall be owned at that time directly or indirectly by Wells Fargo (Section 4.07 of the Senior Indenture). There is no similar covenant in the Subordinated Indenture. EVENTS OF DEFAULT An Event of Default with respect to any series of Senior Notes is defined in the Senior Indenture as being: (a) default for 30 days in payment of any installment of interest on Senior Notes of such series; (b) default in payment of any principal on Senior Notes of such series; (c) default by Wells Fargo in performance in any material respect of any of the covenants or agreements in the Senior Notes or in the Senior Indenture specifically contained therein for the benefit of the Senior Notes of such series which shall not have been remedied for a period of 90 days after written notice to Wells Fargo by the Trustee or to Wells Fargo and the Trustee by the holders of not less than 25% in principal amount of the Senior Notes of such series and all other series so benefited (all such series voting as one class) then outstanding; or (d) certain events of bankruptcy, insolvency or reorganization of Wells Fargo or of the Bank (Section 6.01 of the Senior Indenture). No Event of Default described in clause (a), (b) or (c) above with respect to a particular series of Senior Notes necessarily constitutes an Event of Default with respect to any other series of Senior Notes. In addition, the Senior Indenture also defines an Event of Default with respect to any series of Senior Notes as being default in the payment of any indebtedness for borrowed money of Wells Fargo (including a default with respect to Senior Notes of any series other than such series) or of the Bank in principal amount in excess of $1,000,000 and the expiration of any period of grace with respect thereto, or the occurrence of any event of default as defined in any mortgage, indenture or instrument (including the Senior Indenture) evidencing, securing or under which there is issued any indebtedness for borrowed money of Wells Fargo or of the Bank in principal amount in excess of $1,000,000 that results in the acceleration of such indebtedness, and such default in payment is not cured or such acceleration is not rescinded or annulled within 10 days after written notice to Wells Fargo by the Trustee or to Wells Fargo and the Trustee by the holders of not less than 25% in principal amount of all Senior Notes then outstanding (all series voting as one class), provided that so long as Wells Fargo or the Bank, as the case may be, is contesting in good faith such default in payment or event of default and Wells Fargo delivers to the Trustee a certificate that Wells Fargo or the Bank, as the case may be, is contesting in good faith the existence of such payment default or event of default, then no Event of Default shall be deemed to exist under this clause; such Event of Default is herein called a "Cross Default." The Senior Indenture provides that if an Event of Default under clause (a), (b) or (c) above shall have occurred and be continuing (but only if, in the case of clause (c), the Event of Default is with respect to less than all series of Senior Notes then outstanding under such Indenture), either the Trustee or the holders of not less than 25% in principal amount of the then outstanding Senior Notes of the series as to which the Event of Default has occurred (each such series voting as a separate class in the case of an Event of Default under clause (a) or (b), and all such series voting as one class in the case of an Event of Default under clause (c)) may declare the principal (or portion thereof specified in the terms of such series) of all the Senior Notes of such series, or of all such series in the case of an Event of Default under clause (c) above, in each case together with any accrued interest, to be due and payable immediately. The Senior Indenture also provides that if an Event of Default under clause (c) or (d) above or the Cross Default clause shall have occurred and be continuing (but only if, in the case of clause (c), the Event of Default is with respect to all the Senior Notes then outstanding under the Senior Indenture), either the Trustee or the holders of not less than 25% in principal amount of all the Senior Notes then outstanding (voting as one class) may declare the principal (or portion thereof specified in the terms of any series) of all the Senior Notes, together with any accrued interest, to be due and payable immediately. Upon certain conditions, such declaration (including a declaration caused by a default in the payment of principal or interest, the payment for which has subsequently been provided) may be annulled by the holders of a majority in 9 principal amount of the Senior Notes of the series then outstanding as were entitled to declare such default (such series or all series voting as one class, if more than one series is so entitled). In addition, past defaults may be waived by the holders of a majority in principal amount of the Senior Notes of all series then outstanding (all series voting as one class), except a default in the payment of principal of or interest on the Senior Notes or in respect of a covenant or provision of the Senior Indenture which cannot be modified or amended without the consent of the holder of each Senior Note so affected (Sections 6.01 and 6.06 of the Senior Indenture). An Event of Default with respect to any series of Subordinated Notes is defined in the Subordinated Indenture as being: (a) default for 30 days in payment of any installment of interest on Subordinated Notes of such series; (b) default in payment of any principal on Subordinated Notes of such series; (c) default by Wells Fargo in performance in any material respect of any of the covenants or agreements in the Subordinated Notes or in the Subordinated Indenture specifically contained therein for the benefit of the Subordinated Notes of such series which shall not have been remedied for a period of 90 days after written notice to Wells Fargo by the Trustee or to Wells Fargo and the Trustee by the holders of not less than 25% in principal amount of the Subordinated Notes of such series and all other series so benefited (all such series voting as one class) then outstanding; or (d) certain events of bankruptcy, insolvency or reorganization of Wells Fargo or the Bank (Section 6.01 of the Subordinated Indenture). No Event of Default described in clause (a), (b) or (c) above with respect to a particular series of Subordinated Notes necessarily constitutes an Event of Default with respect to any other series of Subordinated Notes. No Event of Default described in clause (a), (b) or (c) above permits acceleration of the payment of principal of the Subordinated Notes. The Subordinated Indenture provides that if an Event of Default under clause (d) above shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of all the then outstanding Subordinated Notes of each series as to which such Event of Default has occurred (voting as one class) may declare the principal (or a portion thereof specified in the terms of any series) of all Subordinated Notes as to which such Event of Default under clause (d) has occurred, together with any accrued interest, to be due and payable immediately. Upon certain conditions, such declaration may be annulled by a majority in principal amount of the Subordinated Notes of the series then outstanding as were entitled to declare such Event of Default (such series or all series voting as one class, if more than one series is so entitled). In addition, past defaults may be waived by the holders of a majority in principal amount of the Subordinated Notes of all series then outstanding as to which the default has occurred (all series voting as one class), except a default in the payment of principal or interest on any such Subordinated Notes or in respect of a covenant or provision of the Subordinated Indenture which cannot be modified or amended without the consent of the holder of each Subordinated Note so affected (Sections 6.01 and 6.06 of the Subordinated Indenture). As a result of the provisions stated in the prior paragraph, the Subordinated Indenture does not provide for any right to accelerate the payment of principal of the Subordinated Notes upon a default in payment of principal or interest or in the performance of any covenant or agreement in the Subordinated Notes or the Subordinated Indenture, or upon a default in the payment or acceleration of other indebtedness of Wells Fargo. In the case of a default in the payment of principal or interest, the Trustee, subject to certain limitations and conditions, may institute judicial proceedings to enforce payment of such principal or interest (Section 6.02 of the Subordinated Indenture). Each Indenture contains a provision entitling the Trustee, subject to the duty of the Trustee during default to act with the required standard of care, to be indemnified by the holders of Notes issued under such Indenture before proceeding to exercise any right or power under the Indenture at the request of such holders (Section 7.02). Each Indenture also provides that the holders of a majority in principal amount of the outstanding Notes issued thereunder of all series affected (voting as one class) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Notes of such series (Section 6.06). Each Indenture contains a covenant that Wells Fargo will file annually with the Trustee a certificate as to the absence of any default or specifying any default that exists (Section 4.06). 10 MODIFICATION OF THE INDENTURE AND WAIVER Each Indenture contains provisions permitting Wells Fargo and the Trustee, with the consent of the holders of not less than 66 2/3% in principal amount of the Notes of all series then outstanding under such Indenture affected by such supplemental indenture (voting as one class), to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of such Indenture or modifying the rights of the holders of Notes of each such series, except that no such supplemental indenture may (i) extend the fixed maturity of any Notes, or reduce the rate or extend the time of payment of any interest thereon or on any overdue principal amount, or reduce the principal amount thereof, or reduce any amount payable upon any redemption thereof, or change the currency of payment of principal of or any interest thereon or on any overdue principal amount, without the consent of the holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all outstanding Notes under such Indenture (Section 10.02). Each Indenture provides that Wells Fargo may omit in any particular instance to comply with any covenant or condition specifically contained in such Indenture for the benefit of one or more series of Notes (including in the case of the Senior Indenture, the covenant described above under "Limitation on Sale or Issuance of Capital Stock or Convertible Securities of, and Merger or Sale of Assets by, the Bank") if before the time for such compliance the holders of a majority in principal amount of the Notes of all series then outstanding under such Indenture, and, in the case of the Subordinated Indenture, affected by the omission (voting as one class) waive such compliance in such instance, but such waiver shall not extend to or affect such covenant or condition except to the extent so expressly waived (Section 4.08 of the Senior Indenture and Section 4.07 of the Subordinated Indenture). CONSOLIDATION, MERGER AND SALE OF ASSETS Each Indenture provides that Wells Fargo may not merge or consolidate or sell or convey all or substantially all of its assets unless the successor corporation (if other than Wells Fargo) is a domestic corporation, assumes Wells Fargo's obligations under such Indenture and on the Notes issued under such Indenture, and, after giving effect to such transaction, Wells Fargo or the successor corporation would not be in default under such Indenture (Section 11.01). CONCERNING THE TRUSTEES The Chase Manhattan Bank (formerly known as Chemical Bank) is the successor Trustee under the Senior Indenture. Notices to the Senior Trustee should be directed to The Chase Manhattan Bank, Corporate Trust Department, 450 West 33rd Street, New York, New York 10001, Attention: Vice President. Wells Fargo and the Bank maintain deposit accounts and conduct other banking transactions with the Senior Trustee in the ordinary course of business. Marine Midland Bank is the Trustee under the Subordinated Indenture. Notices to the Subordinated Trustee should be directed to Marine Midland Bank, 140 Broadway, New York, New York 10015, Attention: Vice President--Corporate Trust Administration. The Bank has entered into correspondent banking relationships with the Subordinated Trustee and with its corporate parent, The Hong Kong and Shanghai Banking Corporation Limited ("HSBC"), involving various banking transactions in the ordinary course of business. As part of their relationship, the Bank and HSBC have an arrangement providing for the referral of customers to each other. Wells Fargo and the parent of HSBC established a jointly owned trade bank called Wells Fargo HSBC Trade Bank. DESCRIPTION OF PREFERRED STOCK The following description of Preferred Stock sets forth certain general terms and provisions of the series of Preferred Stock to which any Prospectus Supplement may relate. The specific terms of a particular series of Preferred Stock will be described in the Prospectus Supplement relating to such series of Preferred Stock. If so indicated in the Prospectus Supplement relating thereto, the terms of any such series of Preferred Stock may 11 differ from the terms set forth below. The description of Preferred Stock set forth below and the description of the terms of a particular series of Preferred Stock set forth in the Prospectus Supplement relating thereto do not purport to be complete and are qualified in their entirety by reference to Wells Fargo's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and the Certificate of Designation relating to such series of Preferred Stock, which are filed or incorporated by reference as an exhibit to the Registration Statement of which this Prospectus is a part. GENERAL Wells Fargo is authorized to issue 25,000,000 shares of Preferred Stock. The Board of Directors has the authority to issue Preferred Stock in one or more series and to fix the specific number of shares, title, liquidation preference of each share, issue price, dividend rate or rates (or method of calculation), dividend periods, dividend payment dates, any redemption or sinking fund provisions, any conversion provisions and any other specific terms of any series without any further action by stockholders of Wells Fargo unless action is required by applicable laws or regulations or by the terms of other outstanding preferred stock. As of the date of this Prospectus, Wells Fargo had two series of Preferred Stock outstanding consisting of 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock, Series B ("Adjustable Rate Preferred Stock") and 4,000,000 shares of Fixed/Adjustable Rate Noncumulative Preferred Stock, Series H ("Series H Preferred Stock"). Each outstanding series of Preferred Stock has a liquidation preference of $50 per share. See "Description of Capital Stock--Existing Preferred Stock." Unless otherwise specified in the Prospectus Supplement relating thereto, the shares of each series of Preferred Stock will rank on a parity as to dividends and distributions of assets with each other and with the Adjustable Rate Preferred Stock and the Series H Preferred Stock. The Prospectus Supplement will set forth the following specific terms regarding the series of Preferred Stock offered thereby: (i) the designation, number of shares and liquidation preference per share; (ii) the initial public offering price; (iii) the dividend rate or rates, or the method of determining the dividend rate or rates; (iv) the index, if any, upon which the amount of dividends, if any, is determined; (v) the dates on which dividends, if any, will accrue and be payable and the designated record dates for determining the holders entitled to such dividends; (vi) any redemption or sinking fund provisions; (vii) any conversion or exchange provisions; (viii) whether Wells Fargo has elected to offer Depositary Shares as described under "Description of Depositary Shares"; (ix) provisions for issuance of global securities; (x) the currency (which may be composite currency) in which payment of dividends, if any, shall be payable if other than United States dollars; (xi) voting rights, if different from those described under "Description of Preferred Stock--Voting Rights"; and (xii) any additional terms, preferences or rights. As described under "Description of Depositary Shares," Wells Fargo may, at its option, elect to offer depositary shares ("Depositary Shares") evidenced by depositary receipts ("Depositary Receipts"), each representing a fractional interest (to be specified in the Prospectus Supplement relating to the particular series of the Preferred Stock) in a share of the particular series of the Preferred Stock issued and deposited with a Depositary (as defined below). Under regulations adopted by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), if the holders of shares of any series of preferred stock of Wells Fargo become entitled to vote for the election of directors because the Board of Directors of Wells Fargo has failed to declare or pay dividends on such series (see "Description of Preferred Stock Voting Rights"), such series may then be deemed a class of "voting securities" and a holder of 25 percent or more of such series (or a holder of five percent or more if it otherwise exercises a "controlling influence" over Wells Fargo) may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act of 1956, as amended. In addition, at such time as such series is deemed a class of voting securities, any other bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire five percent or more of such series and any person other than a bank holding company may be required to obtain the prior approval of the Federal Reserve Board to acquire ten percent or more of such series. 12 The shares of Preferred Stock will, when issued, be fully paid and nonassessable and will have no preemptive rights. The transfer agent, registrar, dividend disbursing agent and redemption agent for the Preferred Stock will be specified in the Prospectus Supplement relating thereto. DIVIDENDS The holders of the Preferred Stock of each series will be entitled to receive, when, as and if declared by the Board of Directors of Wells Fargo, out of funds legally available therefor, cumulative or noncumulative cash or other dividends at such rate or rates and on such dates as will be set forth in the Prospectus Supplement relating to such series. Such rates may be fixed or variable or both. If variable, the formula used for determining the dividend rate for each dividend period will be set forth in the Prospectus Supplement. Dividends will be payable to the holders of record as they appear on the stock books of Wells Fargo on such record dates as will be fixed by the Board of Directors of Wells Fargo and specified in the Prospectus Supplement. If the Board of Directors of Wells Fargo fails to declare a dividend payable on a dividend payment date on any series of the Preferred Stock for which dividends are noncumulative ("Noncumulative Preferred Stock"), then the holders of such series of the Preferred Stock will have no right to receive a dividend in respect of the dividend period ending on such dividend payment date, and Wells Fargo will have no obligation to pay a dividend for such period, whether or not dividends on such series are declared payable on any future dividend payment dates. No dividends may be declared in respect of any dividend period on any other series or class of preferred stock ranking on a parity as to dividends with the Preferred Stock or Adjustable Rate Preferred Stock unless full cumulative dividends on all outstanding shares of each series of Preferred Stock on which dividends are cumulative and on the Adjustable Rate Preferred Stock shall have been paid in full or contemporaneously are declared and paid through the most recent dividend payment date, unless otherwise indicated in the Prospectus Supplement. In the event that full cumulative dividends on such Preferred Stock or Adjustable Rate Preferred Stock have not been declared and paid or set apart when due, Wells Fargo may not declare or pay any dividends on, or make other distributions on or make any payment on account of the purchase, redemption, or other retirement, of its Common Stock or any other stock of Wells Fargo ranking as to dividends or upon liquidation junior to such Preferred Stock or Adjustable Rate Preferred Stock (other than, in the case of dividends or distributions, dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock or such other junior ranking stock), until full cumulative dividends on such Preferred Stock and Adjustable Rate Preferred Stock are made or set apart for payment, unless otherwise indicated in the Prospectus Supplement. When dividends are not paid in full upon any series of Preferred Stock, the Adjustable Rate Preferred Stock, the Series H Preferred Stock and any other preferred stock ranking on a parity therewith, all dividends declared or made upon shares of Preferred Stock, Adjustable Rate Preferred Stock, Series H Preferred Stock and any other series of preferred stock ranking on a parity therewith shall be declared pro rata so that the amount of dividends declared per share on Preferred Stock, Adjustable Rate Preferred Stock, Series H Preferred Stock and such other preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share (which, in the case of Noncumulative Preferred Stock and Series H Preferred Stock shall not include any accumulation in respect of unpaid dividends for prior dividend periods) on shares of each series of the Preferred Stock, Adjustable Rate Preferred Stock, Series H Preferred Stock and such other preferred stock bear to each other. No interest shall be payable in respect of any dividend payment which may be in arrears unless otherwise indicated in the Prospectus Supplement. REDEMPTION The shares of any series of Preferred Stock may be redeemable at the option of Wells Fargo and may be subject to mandatory redemption pursuant to a sinking fund or otherwise, in each case upon the terms, on the 13 date or dates and at the redemption price or prices set forth in the Prospectus Supplement relating to such series. If fewer than all shares of Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by Wells Fargo pro rata or by lot, or by any other method determined by the Board of Directors to be equitable. Under regulations of the Federal Reserve Board, any perpetual preferred stock with a feature permitting redemption at the option of the issuer may qualify as capital only if the redemption is subject to prior approval of the Federal Reserve Board. Therefore, any redemption of Preferred Stock at the option of Wells Fargo will require the prior approval of the Federal Reserve Board in order for the Preferred Stock to qualify as capital for bank regulatory purposes. If any dividends on shares of any series of Preferred Stock are in arrears, no shares of Common Stock or shares of capital stock ranking junior to or on parity with the Preferred Stock shall be redeemed and no shares of such series of Preferred Stock shall be redeemed unless all outstanding shares of such series are simultaneously redeemed, and Wells Fargo shall not purchase or otherwise acquire any shares of such series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of such series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of such series. Notice of redemption shall be given by mailing the same to each record holder of the shares to be redeemed, not less than 40 nor more than 70 days prior to the date fixed for redemption thereof (and, in the case of Adjustable Rate Preferred Stock and Series H Preferred Stock, not less than 30 nor more than 60 days' notice), to the respective addresses of such holders as the same shall appear on Wells Fargo's stock books. Each such notice shall state: (i) the redemption date; (ii) the number of shares and series of the Preferred Stock to be redeemed; (iii) the redemption price and the manner in which such redemption price is to be paid and delivered; (iv) the place or places where certificates for such shares of Preferred Stock are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares of any series of the Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares to be redeemed from such holder. If notice of redemption has been given, from and after the redemption date for the shares of the series of the Preferred Stock called for redemption (unless default shall be made by Wells Fargo in providing money for the payment of the redemption price of the shares so called for redemption), dividends on the shares of Preferred Stock so called for redemption will cease to accrue, any right to convert the shares of Preferred Stock will terminate, such shares will no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of Wells Fargo (except the right to receive the redemption price) will cease. Upon surrender in accordance with such notice of the certificates representing any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of Wells Fargo will so require and the notice shall so state), the redemption price set forth above will be paid out of funds provided by Wells Fargo. If fewer than all of the shares represented by any such certificate are redeemed, a new certificate will be issued representing the unredeemed shares without cost to the holder thereof. LIQUIDATION PREFERENCE Upon any liquidation, dissolution or winding up of Wells Fargo, the holders of shares of each series of Preferred Stock and of Adjustable Rate Preferred Stock and Series H Preferred Stock shall be entitled to receive out of the assets of Wells Fargo available for distribution to stockholders, before any distribution of assets is made to or set apart for the holders of Common Stock or of any other shares of stock of Wells Fargo ranking as to such a distribution junior to the shares of such series, with respect to the Preferred Stock, an amount described in the Prospectus Supplement relating to such series of Preferred Stock, and with respect to Adjustable Rate Preferred Stock and Series H Preferred Stock, an amount equal to the liquidation value of such shares. See "Description of Capital Stock--Existing Preferred Stock." If, in any case of any such liquidation, dissolution or winding up of Wells Fargo, the assets of Wells Fargo or the proceeds thereof shall be insufficient to pay in full the amounts payable with respect to shares of each series of Preferred Stock and of Adjustable Rate Preferred Stock and Series H Preferred Stock and any other shares of stock of Wells Fargo ranking as to any such 14 distribution on a parity therewith, the holders of shares of such series of Preferred Stock and of Adjustable Rate Preferred Stock and Series H Preferred Stock and of such other shares will share ratably in any such distribution of assets of Wells Fargo in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of shares of such series of Preferred Stock and of Adjustable Rate Preferred Stock and Series H Preferred Stock of the full preferential amounts to which they are entitled, the holders of shares of such series of Preferred Stock and of Adjustable Rate Preferred Stock and Series H Preferred Stock will not be entitled to any further participation in any distribution of assets by Wells Fargo, unless otherwise provided in the Prospectus Supplement. A consolidation or merger of Wells Fargo with one or more corporations shall not be deemed to be a liquidation, dissolution or winding up of Wells Fargo. CONVERSION AND EXCHANGE The terms, if any, on which shares of any series of Preferred Stock are convertible into or exchangeable for Notes or Common Stock will be set forth in the Prospectus Supplement relating thereto. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of Wells Fargo, in which the number of shares of Common Stock to be received by the holders of Preferred Stock would be calculated according to the market price of Common Stock as of a time stated in the Prospectus Supplement. VOTING RIGHTS Except as indicated below or in the Prospectus Supplement relating to a particular series of the Preferred Stock, or except as expressly required by applicable law, the holders of Preferred Stock will not be entitled to vote. On matters on which holders of such series and holders of any other series of Preferred Stock are entitled to vote as a single class, each full share of any series of the Preferred Stock shall be entitled to one vote. Therefore, the voting power of such series will depend on the number of shares in such series, not the liquidation preference or initial offering price of the shares of such series of the Preferred Stock. However, as more fully described under "Description of Depositary Shares," if Wells Fargo elects to provide for the issuance of Depositary Shares representing fractional interests in a share of a series of the Preferred Stock, the holders of each such Depositary Share will, in effect, be entitled through the Depositary to such fraction of a vote, rather than a full vote. To the extent the Depositary does not receive specific instructions from the holders of Depositary Shares relating to such Preferred Stock, it will vote such shares of Preferred Stock in accordance with the recommendation of Wells Fargo, unless otherwise indicated in the Prospectus Supplement. Whenever the Board of Directors shall have failed to declare and pay dividends on a series of Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters, the holders of such series of Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock (voting as a class with all other affected series of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock ranking on a parity therewith either as to dividends or the distribution of assets upon liquidation and upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two of the authorized number of directors of Wells Fargo at the next annual meeting of stockholders and at each subsequent meeting until all dividends which the Board of Directors failed to declare or pay on such series of Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock have been fully paid or set apart for payment. In addition, under such circumstances, certain holders of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock may become subject to regulation as a bank holding company. See "Description of Preferred Stock--General." The term of office of all directors elected by the holders of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock shall terminate immediately upon the termination of the right of the holders of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock to vote for directors. 15 So long as any shares of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock remain outstanding, Wells Fargo shall not, without the consent of the holders of at least two-thirds of the shares of the affected series of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock outstanding at the time (voting separately as a class with all other affected series of Preferred Stock ranking on a parity with the affected series of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock), (i) authorize, create or issue, or increase the authorized amount of, any class or series of stock ranking prior to the affected series of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock as to dividends or upon liquidation; or (ii) amend, alter or repeal the provisions of Wells Fargo's Restated Certificate of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the affected series of Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock or the holders thereof; provided, however, that any increase in the amount of the authorized Common Stock or authorized Preferred Stock or the creation and issuance of other series of common stock or preferred stock ranking on a parity with or junior to the affected series of Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock as to dividends and upon liquidation shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. DESCRIPTION OF DEPOSITARY SHARES The description set forth below and in any Prospectus Supplement of certain provisions of the Deposit Agreement (as defined below) and of the Depositary Shares and Depositary Receipts does not purport to be complete and is subject to, and qualified in its entirety by reference to, the form of Deposit Agreement and form of Depositary Receipts relating to each series of the Preferred Stock which are filed with the Commission as an exhibit to the Registration Statement of which this Prospectus is a part. GENERAL Wells Fargo may, at its option, elect to offer fractional interests in shares of Preferred Stock. The shares of any series of the Preferred Stock underlying the Depositary Shares will be deposited under a separate Deposit Agreement (the "Deposit Agreement") between Wells Fargo and a bank or trust company selected by Wells Fargo (the "Depositary"). The Prospectus Supplement relating to a series of Depositary Shares will set forth the name and address of the Depositary. Subject to the terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fractional interest in a share of Preferred Stock underlying such Depositary Share, to all the rights and preferences of the Preferred Stock underlying such Depositary Share (including dividend, voting, redemption, conversion and liquidation rights). The Depositary Shares will be evidenced by Depositary Receipts issued pursuant to the Deposit Agreement, each of which will represent the fractional interest in a share of a particular series of the Preferred Stock described in the Prospectus Supplement. Unless otherwise specified in the Prospectus Supplement, a holder of Depositary Shares is not entitled to receive the whole shares of Preferred Stock underlying the Depositary Shares. DIVIDENDS AND OTHER DISTRIBUTIONS The Depositary will distribute all cash dividends or other cash distributions received in respect of the Preferred Stock to the record holders of Depositary Shares relating to such Preferred Stock in proportion to the numbers of such Depositary Shares owned by such holders on the relevant record date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any holder of Depositary Shares a fraction of one cent, and any balance not so distributed shall be added to and treated as part of the next sum received by the Depositary for distribution to record holders of Depositary Shares. In the event of a distribution other than in cash, the Depositary will distribute property received by it to the record holders of Depositary Shares entitled thereto, unless the Depositary determines that it is not feasible to 16 make such distribution, in which case the Depositary may, with the approval of Wells Fargo, sell such property and distribute the net proceeds from such sale to such holders. The Deposit Agreement also contains provisions relating to the manner in which any subscription or similar rights offered by Wells Fargo to holders of the Preferred Stock shall be made available to holders of Depositary Shares. REDEMPTION OF DEPOSITARY SHARES If a series of the Preferred Stock underlying the Depositary Shares is subject to redemption, the Depositary Shares will be redeemed from the proceeds received by the Depositary resulting from the redemption, in whole or in part, of such series of the Preferred Stock held by the Depositary. The redemption price per Depositary Share will be equal to the applicable fraction of the redemption price per share payable with respect to such series of the Preferred Stock. If less than all the Depositary Shares are to be redeemed, the Depositary Shares to be redeemed will be selected by lot or pro rata as may be determined by the Depositary. After the date fixed for redemption, the Depositary Shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the Depositary Shares will cease, except the right to receive the moneys payable upon such redemption and any money or other property to which the holders of such Depositary Shares were entitled upon such redemption upon surrender to the Depositary of the Depositary Receipts evidencing such Depositary Shares. Any funds deposited by Wells Fargo with the Depositary for any Depositary Shares which the holders thereof fail to redeem shall be returned to Wells Fargo after a period of two years from the date such funds are so deposited. VOTING Upon receipt of notice of any meeting at which the holders of the Preferred Stock are entitled to vote, the Depositary will mail the information contained in such notice of meeting to the record holders of the Depositary Shares relating to such Preferred Stock. Each record holder of such Depositary Shares on the record date (which will be the same date as the record date for the Preferred Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the number of shares of Preferred Stock underlying such holder's Depositary Shares. The Depositary will endeavor, insofar as practicable, to vote the number of shares of Preferred Stock underlying such Depositary Shares in accordance with such instructions, and Wells Fargo will agree to take all action which may be deemed necessary by the Depositary in order to enable the Depositary to do so. To the extent the Depositary does not receive specific instructions from the holders of Depositary Shares relating to such Preferred Stock, it will vote shares of Preferred Stock in accordance with the recommendation of Wells Fargo, unless otherwise indicated in the Prospectus Supplement. AMENDMENT OF THE DEPOSIT AGREEMENT The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by agreement between Wells Fargo and the Depositary, provided, however, that any amendment which materially and adversely alters the rights of the existing holder of Depositary Shares will not be effective unless such amendment has been approved by the record holders of at least a majority of the Depositary Shares then outstanding. CHARGES OF DEPOSITARY Wells Fargo will pay all transfer and other taxes and governmental charges that arise solely from the existence of the depositary arrangements. Wells Fargo will pay charges of the Depositary in connection with the initial deposit of the Preferred Stock and any redemption of the Preferred Stock. Holders of Depositary Shares will pay all other transfer and other taxes and governmental charges, and, in addition, such other charges as are expressly provided in the Deposit Agreement to be for their accounts. 17 TAXATION Owners of Depositary Shares will be treated for Federal income tax purposes as if they were owners of the Preferred Stock represented by such Depositary Shares and, accordingly, will be entitled to take into account for Federal income tax purposes income and deductions to which they would be entitled if they were holders of such Preferred Stock. In addition, (i) no gain or loss will be recognized for Federal income tax purposes upon the withdrawal of Preferred Stock in exchange for Depositary Shares as provided in the Deposit Agreement, (ii) the tax basis of each share of Preferred Stock to an exchanging owner of Depositary Shares will, upon such exchange, be the same as the aggregate tax basis of the Depositary Shares exchanged therefor, and (iii) the holding period for shares of the Preferred Stock in the hands of an exchanging owner of Depositary Shares who held such Depositary Shares at the time of the exchange thereof for Preferred Stock will include the period during which such person owned such Depositary Shares. MISCELLANEOUS Wells Fargo, or at the option of Wells Fargo, the Depositary, will forward to the holders of Depositary Shares all reports and communications from Wells Fargo which Wells Fargo is required to furnish to the holders of the Preferred Stock. Neither the Depositary nor Wells Fargo will be liable if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the Deposit Agreement. The obligations of Wells Fargo and the Depositary under the Deposit Agreement will be limited to performance in good faith of their duties thereunder and they will not be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished. They may rely upon written advice of counsel or accountants, or information provided by persons presenting Preferred Stock for deposit, holders of Depositary Shares or other persons believed to be competent and on documents believed to be genuine. RESIGNATION AND REMOVAL OF DEPOSITARY; TERMINATION OF THE DEPOSIT AGREEMENT The Depositary may resign at any time by delivering to Wells Fargo notice of its election to do so, and Wells Fargo may at any time remove the Depositary, any such resignation or removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment. Such successor Depositary will be appointed by Wells Fargo within 60 days after delivery of the notice of resignation or removal. The Deposit Agreement may be terminated at the direction of Wells Fargo or by the Depositary if a period of 90 days shall have expired after the Depositary has delivered to Wells Fargo written notice of its election to resign and a successor depositary shall not have been appointed. Upon termination of the Deposit Agreement, the Depositary will discontinue the transfer of Depositary Receipts, will suspend the distribution of dividends to the holders thereof, and will not give any further notices (other than notice of such termination) or perform any further acts under the Deposit Agreement except that the Depositary will continue to deliver Preferred Stock certificates together with such dividends and distributions and the net proceeds of any sales of rights, preferences, privileges or other property in exchange for Depositary Receipts surrendered. Upon request of Wells Fargo, the Depositary shall deliver all books, records, certificates evidencing Preferred Stock, Depositary Receipts and other documents respecting the subject matter of the Deposit Agreement to Wells Fargo. DESCRIPTION OF CAPITAL STOCK GENERAL Wells Fargo is authorized to issue 150,000,000 shares of Common Stock, par value $5.00 per share, and 25,000,000 shares of preferred stock, par value $5.00 per share. 18 COMMON STOCK Holders of Common Stock are entitled to one vote for each share of Common Stock held. All outstanding shares of Common Stock are fully paid and nonassessable. Holders of Common Stock are entitled to receive such dividends as are declared by the Board of Directors out of funds legally available therefor subject to the limitations described below. In the event of liquidation, holders of the Common Stock are entitled to receive pro rata any assets distributable after payment of liabilities and the liquidation preference, if any, on any shares of Preferred Stock then outstanding. There are no conversion, preemptive or redemption rights of the Common Stock. The dividend rights and liquidation preferences relating to the preferred stock are superior to those relating to the Common Stock. The transfer agent and registrar for the Common Stock is First Chicago Trust Company of New York. EXISTING PREFERRED STOCK As of the date of this Prospectus, Wells Fargo had two series of preferred stock outstanding, consisting of 1,500,000 shares of Adjustable Rate Cumulative Preferred Stock, Series B (the "Adjustable Rate Preferred Stock") and 4,000,000 shares of Fixed/Adjustable Rate Noncumulative Preferred Stock, Series H (the "Series H Preferred Stock"). Each of the Adjustable Rate Preferred Stock and Series H Preferred Stock has a liquidation preference of $50 per share. Unless full dividends on any series of Preferred Stock, Adjustable Rate Preferred Stock and Series H Preferred Stock have been paid, Wells Fargo may not declare dividends on or make any other payment in respect of any class of stock ranking junior to the Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock, including Common Stock. Except as described below, if the Board of Directors fails to declare a dividend payable on a dividend payment date on Series H Preferred Stock, then the holders of Series H Preferred Stock will have no right to receive a dividend in respect of the dividend period ending on such dividend payment date, and Wells Fargo will have no obligation to pay a dividend for such period, whether or not dividends on Series H Preferred Stock are declared payable on any future dividend payment dates. Whenever the Board of Directors of Wells Fargo shall have failed to declare and pay dividends on any series of Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters, the holders of such series of Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock (voting as a class with all other affected series of Preferred Stock ranking on a parity therewith either as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two of the authorized number of directors of Wells Fargo (in the case of Series H Preferred Stock, the maximum number of authorized directors will be increased by two) at the next annual meeting of stockholders and at each subsequent meeting until all dividends which the Board of Directors failed to declare or pay on the affected series of Preferred Stock, Adjustable Rate Preferred Stock or Series H Preferred Stock have been fully paid or set apart for payment. The holders of Adjustable Rate Preferred Stock and Series H Preferred Stock have preference and priority over holders of any class of stock ranking junior to Adjustable Rate Preferred Stock and Series H Preferred Stock, including Common Stock, in the event of liquidation for payment of the liquidation preference of such Adjustable Rate Preferred Stock and Series H Preferred Stock plus an amount equal to all accrued and unpaid dividends thereon. PLAN OF DISTRIBUTION Wells Fargo may offer and sell the Offered Securities to one or more underwriters for resale by them or through agents, or to investors directly. The Prospectus Supplement with respect to each series of Offered Securities will set forth the terms of the offering of the Offered Securities, including the name or names of any underwriters or agents, the purchase price of the Offered Securities and the net proceeds to Wells Fargo from such sale, any underwriting discounts, agency fees and other items constituting underwriters' or agents' compensation, any initial public offering price and any discounts or concessions allowed, reallowed or paid to dealers. 19 If any underwriters are involved in the offer and sale, the Offered Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless otherwise set forth in the accompanying Prospectus Supplement, the obligations of the underwriters to purchase the Offered Securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all the Offered Securities described in such Prospectus Supplement if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. In connection with an offering of Offered Securities, underwriters may purchase and sell such Offered Securities in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover short positions created by underwriters in connection with the offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the securities; and short positions created by underwriters involve the sale by underwriters of a greater number of Offered Securities than they are required to purchase from Wells Fargo in the offering. Underwriters also may impose a penalty bid, whereby selling concessions allowed to broker-dealers in respect of the Offered Securities sold in the offering may be reclaimed by underwriters if such Offered Securities are repurchased by underwriters in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Offered Securities, which may be higher than the price that might otherwise prevail in the open market; and these activities, if commenced, may be discontinued at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise. Underwriters and agents may be entitled, under agreements entered into with Wells Fargo, to indemnification by Wells Fargo against certain liabilities, including liabilities under the Securities Act. Employees of the Bank may act as finders of purchasers of Offered Securities. Their activities will be limited to contacting customers and informing them of the terms of the Offered Securities offered by Wells Fargo. Wells Fargo believes that such persons are not required to be registered as brokers or dealers under Section 3(a)(4) and 3(a)(5) of the Exchange Act since they are acting as employees on behalf of a bank. LEGAL OPINIONS The legality of the Offered Securities offered hereby will be passed upon for Wells Fargo and for the underwriters, if any, and for the agents, if any, by counsel identified in the Prospectus Supplement. EXPERTS The consolidated financial statements of Wells Fargo as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997, incorporated by reference in Wells Fargo's Annual Report on Form 10-K for the year ended December 31, 1997 which is incorporated by reference herein and elsewhere in the Registration Statement, have been incorporated by reference herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Norwest as of December 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1997, incorporated by reference in Norwest's Annual Report on Form 10-K for the year ended December 31, 1997, which is incorporated herein by reference, have been incorporated herein by reference in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. 20 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. 1(a) --Form of firm commitment Underwriting Agreement for Senior Notes. Incorporated by reference to Exhibit 1(a) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(b) --Form of firm commitment Underwriting Agreement for Subordinated Notes. Incorporated by reference to Exhibit 1(b) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(c) --Form of firm commitment Underwriting Agreement for Preferred Stock. Incorporated by reference to Exhibit 1(c) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(d) --Form of Distribution Agreement. Incorporated by reference to Exhibit 1(d) to Registration Statement No. 33-60573 filed on June 26, 1995. 1(e) --Finder Agreement. Incorporated by reference to Exhibit 1(d) of Current Report on Form 8-K filed January 23, 1991. 1(f) --Amendment No. 1 to Finder Agreement. Incorporated by reference to Exhibit 1(g) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(g) --Form of Amendment No. 2 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(h) --Amendment No. 3 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(i) --Amendment No. 4 to Finder Agreement. Incorporated by reference to Exhibit 1(i) to Registration Statement No. 33-51227 filed on November 30, 1993. 1(j) --Amendment No. 5 to Finder Agreement. Incorporated by reference to Exhibit 1(j) to Registration Statement No. 33-60573 filed on June 26, 1995. 1(k) --Amendment No. 6 to Finder Agreement, dated August 24, 1995.* 1(l) --Form of Amendment No. 7 to Finder Agreement.* 1(m) --Form of firm commitment Underwriting Agreement for Common Stock. 2(a) --Agreement and Plan of Merger, dated as of June 7, 1998, and amended and restated as of September 10, 1998 by and among Wells Fargo & Company, Norwest Corporation and WFC Holdings Corporation. Incorporated by reference to Exhibit 2.1 to Registration Statement No. 333-63247 filed on September 11, 1998. 4(a) --Form of Senior Indenture, dated as of September 1, 1984, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Registration Statement No. 2-93314 filed on September 18, 1984. 4(b) --Form of First Supplemental Indenture, dated as of April 15, 1986, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-4573 filed on April 4, 1986. 4(c) --Form of Second Supplemental Indenture, dated as of June 30, 1987, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4.10 to Form 8-B filed June 30, 1987. 4(d) --Form of Third Supplemental Indenture, dated as of January 23, 1991, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Form 8-K filed on January 23, 1991. 4(e) --Form of Subordinated Indenture. Incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(f) --Form of fixed rate Senior Note. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 2-95939 filed on February 20, 1985. II-1 4(g) --Form of floating rate Senior Note. Incorporated by reference to Exhibit 4(c) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(h) --Form of original issue discount or zero coupon Senior Note. Incorporated by reference to Exhibit 4(d) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(i) --Form of fixed interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(i) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(j) --Form of floating interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(j) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(k) --Form of original issue discount or zero coupon Subordinated Note. Incorporated by reference to Exhibit 4(k) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(l) --Form of Medium-Term Fixed Rate Note. Incorporated by reference to Exhibit 4(l) to Registration Statement No. 33-60573 filed on June 26, 1995. 4(m) --Form of Medium-Term Floating Rate Note. Incorporated by reference to Exhibit 4(m) to Registration Statement No. 33-60573 filed on June 26, 1995. 4(n) --Restated Certificate of Incorporation of Wells Fargo & Company. Incorporated by reference to Exhibit 3(a) to Annual Report on Form 10-K for the year ended December 31, 1993. 4(o) --Certificate of Designations for Adjustable Rate Cumulative Preferred Stock, Series B. Incorporated by reference to Exhibit 3(c) to Annual Report on Form 10-K for the year ended December 31, 1993. 4(p) --Certificate of Designations for Fixed/Adjustable Rate Non Cumulative Preferred Stock, Series H. Incorporated by reference to Exhibit 4(a) to Form 8-K/A filed on September 23, 1996. 4(q) --Bylaws of Wells Fargo & Company. Incorporated by reference to Exhibit 3(ii) to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. 4(r) --Form of Certificate of Designations for Preferred Stock. Incorporated by reference to Exhibit 4 to Registration Statement No. 33-45066 filed on January 22, 1992. 4(s) --Form of Deposit Agreement. Incorporated by reference to Exhibit 4(f) to Registration Statement No. 33-45066 filed on January 22, 1992. 4(t) --Form of Depositary Receipt. Incorporated by reference to Exhibit 4(g) to Registration Statement No. 33-45066 filed on January 22, 1992. 5(a) --Opinion of Gibson, Dunn & Crutcher LLP with respect to the validity of the Offered Securities. 12(a) --Ratio of earnings to fixed charges (consolidated). Incorporated by reference to Exhibit 12(a) to the Annual Report on Form 10-K for the year ended December 31, 1997 and to Exhibit 99(a) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. 12(b) --Computation of ratios of earnings to fixed charges and preferred dividend requirements (consolidated). Incorporated by reference to Exhibit 12(b) to the Annual Report on Form 10-K for the year ended December 31, 1997 and to Exhibit 99(b) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. 23(a) --Consent of KPMG Peat Marwick LLP, independent auditors for Wells Fargo & Company. 23(b) --Consent of KPMG Peat Marwick LLP, independent auditors for Norwest Corporation. 23(c) --Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5(a)). 24(a) --Power of Attorney.* 25(a) --Statement of Eligibility of The Chase Manhattan Bank (formerly known as Chemical Bank).* 25(b) --Statement of Eligibility of Marine Midland Bank.* - -------- *Previously filed. II-2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY AND COUNTY OF SAN FRANCISCO, STATE OF CALIFORNIA, THIS 16TH DAY OF SEPTEMBER 1998. Wells Fargo & Company /s/ Rodney L. Jacobs By: __________________________________ RODNEY L. JACOBS PRESIDENT PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED: SIGNATURE TITLE DATE /s/ Paul Hazen* Chairman of the - ------------------------------------ Board and Chief PAUL HAZEN Executive Officer (Principal Executive Officer) /s/ Ross Kari Chief Financial September 16, - ------------------------------------ Officer (Principal 1998 ROSS KARI Financial Officer) /s/ Frank A. Moeslein* Executive Vice - ------------------------------------ President and FRANK A. MOESLEIN Controller (Principal Accounting Officer) /s/ H. Jesse Arnelle* Director - ------------------------------------ H. JESSE ARNELLE /s/ Michael R. Bowlin* Director - ------------------------------------ MICHAEL R. BOWLIN II-3
SIGNATURE TITLE DATE Director - ------------------------------------ EDWARD M. CARSON Director , - ------------------------------------ WILLIAM S. DAVILA Director /s/ Rayburn S. Dezember* - ------------------------------------ RAYBURN S. DEZEMBER /s/ Rodney L. Jacobs* President and - ------------------------------------ Director RODNEY L. JACOBS Director /s/ Robert K. Jaedicke* - ------------------------------------ ROBERT K. JAEDICKE Director /s/ Thomas L. Lee* - ------------------------------------ THOMAS L. LEE Director /s/ Philip J. Quigley* - ------------------------------------ PHILIP J. QUIGLEY /s/ Donald B. Rice* Director - ------------------------------------ DONALD B. RICE Director /s/ Susan G. Swenson* - ------------------------------------ SUSAN G. SWENSON Director /s/ Daniel M. Tellep* - ------------------------------------ DANIEL M. TELLEP
II-4 SIGNATURE TITLE DATE Director /s/ Chang-Lin Tien* - ------------------------------------- CHANG-LIN TIEN Director /s/ John A. Young* - ------------------------------------- JOHN A. YOUNG September 16, *By: /s/ Rodney L. Jacobs 1998 - -------------------------------------- RODNEY L. JACOBS ATTORNEY-IN-FACT II-5 INDEX OF EXHIBITS
1(a) --Form of firm commitment Underwriting Agreement for Senior Notes. Incorporated by reference to Exhibit 1(a) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(b) --Form of firm commitment Underwriting Agreement for Subordinated Notes. Incorporated by reference to Exhibit 1(b) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(c) --Form of firm commitment Underwriting Agreement for Preferred Stock. Incorporated by reference to Exhibit 1(c) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(d) --Form of Distribution Agreement. Incorporated by reference to Exhibit 1(d) to Registration Statement No. 33-60573 filed on June 26, 1995. 1(e) --Finder Agreement. Incorporated by reference to Exhibit 1(d) of Current Report on Form 8-K filed January 23, 1991. 1(f) --Amendment No. 1 to Finder Agreement. Incorporated by reference to Exhibit 1(g) to Registration Statement No. 33-42273 filed on August 19, 1991. 1(g) --Form of Amendment No. 2 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33- 42273 filed on August 19, 1991. 1(h) --Amendment No. 3 to Finder Agreement. Incorporated by reference to Exhibit 1(h) to Registration Statement No. 33-53514 filed on December 8, 1992. 1(i) --Amendment No. 4 to Finder Agreement. Incorporated by reference to Exhibit 1(i) to Registration Statement No. 33-51227 filed on November 30, 1993. 1(j) --Amendment No. 5 to Finder Agreement. Incorporated by reference to Exhibit 1(j) to Registration Statement No. 33-60573 filed on June 26, 1995. 1(k) --Amendment No. 6 to Finder Agreement, dated August 24, 1995.* 1(l) --Form of Amendment No. 7 to Finder Agreement.* 1(m) --Form of Firm Commitment Underwriting Agreement for Common Stock. 2(a) --Agreement and Plan of Merger, dated as of June 7, 1998, and amended and restated as of September 10, 1998 by and among Wells Fargo & Company, Norwest Corporation and WFC Holdings Corporation. Incorporated by reference to Exhibit 2.1 to Registration Statement No. 333-63247 filed on September 11, 1998. 4(a) --Form of Senior Indenture, dated as of September 1, 1984, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Registration Statement No. 2-93314 filed on September 18, 1984. 4(b) --Form of First Supplemental Indenture, dated as of April 15, 1986, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-4573 filed on April 4, 1986. 4(c) --Form of Second Supplemental Indenture, dated as of June 30, 1987, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4.10 to Form 8-B filed June 30, 1987. 4(d) --Form of Third Supplemental Indenture, dated as of January 23, 1991, between Wells Fargo & Company and Manufacturers Hanover Trust Company. Incorporated by reference to Exhibit 4(a) to Form 8-K filed on January 23, 1991. 4(e) --Form of Subordinated Indenture. Incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(f) --Form of fixed rate Senior Note. Incorporated by reference to Exhibit 4(b) to Registration Statement No. 2-95939 filed on February 20, 1985.
4(g) --Form of floating rate Senior Note. Incorporated by reference to Exhibit 4(c) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(h) --Form of original issue discount or zero coupon Senior Note. Incorporated by reference to Exhibit 4(d) to Registration Statement No. 2-95939 filed on February 20, 1985. 4(i) --Form of fixed interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(i) to Registration Statement No. 33- 53514 filed on December 8, 1992. 4(j) --Form of floating interest bearing Subordinated Note. Incorporated by reference to Exhibit 4(j) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(k) --Form of original issue discount or zero coupon Subordinated Note. Incorporated by reference to Exhibit 4(k) to Registration Statement No. 33-53514 filed on December 8, 1992. 4(l) --Form of Medium-Term Fixed Rate Note. Incorporated by reference to Exhibit 4(l) to Registration Statement No. 33-60573 filed on June 26, 1995. 4(m) --Form of Medium-Term Floating Rate Note. Incorporated by reference to Exhibit 4(m) to Registration Statement No. 33- 60573 filed on June 26, 1995. 4(n) --Restated Certificate of Incorporation of Wells Fargo & Company. Incorporated by reference to Exhibit 3(a) to Annual Report on Form 10-K for the year ended December 31, 1993. 4(o) --Certificate of Designations for Adjustable Rate Cumulative Preferred Stock, Series B. Incorporated by reference to Exhibit 3(c) to Annual Report on Form 10-K for the year ended December 31, 1993. 4(p) --Certificate of Designations for Fixed/Adjustable Rate Non Cumulative Preferred Stock, Series H. Incorporated by reference to Exhibit 4(a) to Form 8-K/A filed on September 23, 1996. 4(q) --Bylaws of Wells Fargo & Company. Incorporated by reference to Exhibit 3(ii) to Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. 4(r) --Form of Certificate of Designations for Preferred Stock. Incorporated by reference to Exhibit 4(c) to Registration Statement No. 33-45066 filed on January 22, 1992. 4(s) --Form of Deposit Agreement. Incorporated by reference to Exhibit 4(f) to Registration Statement No. 33-45066 filed on January 22, 1992. 4(t) --Form of Depositary Receipt. Incorporated by reference to Exhibit 4(g) to Registration Statement No. 33-45066 filed on January 22, 1992. 5(a) --Opinion of Gibson, Dunn & Crutcher LLP with respect to the validity of the Offered Securities. 12(a) --Ratio of earnings to fixed charges (consolidated). Incorporated by reference to Exhibit 12(a) to the Annual Report on Form 10-K for the year ended December 31, 1997 and to Exhibit 99(a) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. 12(b) --Computation of ratios of earnings to fixed charges and preferred dividend requirements (consolidated). Incorporated by reference to Exhibit 12(b) to the Annual Report on Form 10-K for the year ended December 31, 1997 and to Exhibit 99(b) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998.
23(a) --Consent of KPMG Peat Marwick LLP, independent auditors for Wells Fargo & Company. 23(b) --Consent of KPMG Peat Marwick LLP, independent auditors for Norwest Corporation. 23(c) --Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5(a)). 24(a) --Power of Attorney.* 25(a) --Statement of Eligibility of The Chase Manhattan Bank (formerly known as Chemical Bank).* 25(b) --Statement of Eligibility of Marine Midland Bank.*
- -------- * Previously filed. EX-1.M 2 FIRM COMMITMENT UNDERWRITING AGR. FOR COMMON STOCK EXHIBIT 1(m) WELLS FARGO & COMPANY UNDERWRITING AGREEMENT STANDARD PROVISIONS (COMMON STOCK) August 1998 From time to time, Wells Fargo & Company, a Delaware corporation, may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. I. The Company proposes to issue from time to time common stock (the "Securities") to be issued pursuant to the provisions of the Registration Statement on Form S-3 filed August 20, 1996, Registration No. 333-10469. The Securities may be issued in amounts, at prices and other terms to be determined in light of market conditions at the time of sale. The specific number of shares, issuance price and any other specific terms of the common stock shall be set forth in a prospectus supplement. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement including a prospectus relating to the Securities and will file with or mail for filing to, the Commission a prospectus supplement specifically relating to the Offered Securities pursuant to Rule 424 under the Securities Act of 1933. The term Registration Statement means the registration statement as amended to the date of the Underwriting Agreement. The term Basic Prospectus means the prospectus included in the Registration Statement. The term Prospectus means the Basic Prospectus together with the prospectus supplement specifically relating to the Offered Securities (the "Prospectus Supplement"), as filed with, or mailed for filing to, the Commission pursuant to Rule 424. The term preliminary prospectus means a preliminary prospectus supplement specifically relating to the Offered Securities together with the Basic Prospectus. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall include in each case the material, if any, incorporated by reference therein. II. The terms of the public offering of the Securities are set forth in the Prospectus. III. Payment for the Securities shall be made by wire transfer, credit advice or certified or official bank check or checks payable to the order of the Company in New York Clearing House funds at the time and place set forth in the Underwriting Agreement, upon delivery to the managing underwriter, as defined in the Underwriting Agreement (the "Manager") for the respective accounts of the several Underwriters of the Securities registered in such names and in such denominations as the Manager shall request in writing not less than two full business days prior to the date of delivery. The time and date of such payment and delivery of the Securities are herein referred to as the Closing Date. IV. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) (i) No stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall have been instituted or threatened, (ii) there shall have been no material adverse change in the condition, financial or otherwise, or in the earnings, affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, from that set forth in the Registration Statement or Prospectus as amended or supplemented to the Closing Date, (iii) there shall not have occurred since the date of the applicable Underwriting Agreement any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis, the effect of which makes it, in the judgment of the Manager, impracticable to market the Firm Offered Securities or to enforce contracts for the sale of the Firm Offered Securities and (iv) the Manager shall have received, on the Closing Date, a certificate, dated the Closing Date and signed by an executive officer of the Company with respect to clauses (i) and (ii) of this Article IV(a). (b)The Manager shall have received on the Closing Date an opinion of Gibson, Dunn & Crutcher LLP, counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A hereto. (c)The Manager shall have received on the Closing Date an opinion of the Chief Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B hereto. (d)The Manager shall have received on the Closing Date an opinion of Sullivan & Cromwell, counsel for the Underwriters, dated the Closing Date, to the effect set forth in Exhibit C hereto. (e)The Manager shall have received on the Closing Date, a letter dated the Closing Date in form and substance satisfactory to the Manager, from the Company's independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and -2- certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. V. In further consideration of the agreements of the Underwriters contained in this Agreement, the Company covenants as follows: (f)To furnish the Manager, without charge, two conformed copies of the Registration Statement including exhibits and materials, if any, incorporated by reference therein and to each other Underwriter one conformed copy of the Registration Statement without exhibits but including any materials incorporated by reference therein and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Manager may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to the date of the Basic Prospectus, pursuant to the Securities Exchange Act of 1934, which are deemed to be incorporated by reference into the Prospectus. (g)Before amending or supplementing the Registration Statement or the Prospectus with respect to the Offered Securities, to furnish the Manager a copy of each such proposed amendment or supplement. (h)If, during such period after the first day of the public offering of the Offered Securities, as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Manager shall furnish to the Company) to which Offered Securities may have been sold by the Manager on behalf of the Underwriters and to any other dealer upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. (i)To endeavor to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Manager shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification -3- and in connection with the determination of the eligibility of the Offered Securities for investment under the laws of such jurisdictions as the Manager may designate. (j)To make generally available to the Company's security holders as soon as practicable an earnings statement covering a twelve-month period beginning after the date of the Underwriting Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act of 1933. (k)During the period beginning on the date of the Underwriting Agreement and continuing to and including the Closing Date, not to offer, sell, contract or sell or otherwise dispose of any common stock of the Company substantially similar to the Offered Securities, without the prior written consent of the Manager. VI. The Company represents and warrants to each Underwriter that (i) each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with such Act and the rules and regulations thereunder, (ii) each part of the Registration Statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act of 1933 relating to the Securities, when such part became effective, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading, (iii) each preliminary prospectus, if any, filed pursuant to Rule 424 under the Securities Act of 1933 complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act of 1933 and the applicable rules and regulations thereunder and (v) the Registration Statement and the Prospectus at the date of the Prospectus Supplement do not contain and, as further amended or supplemented, if applicable, as of their respective dates, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading, except that these representations and warranties do not apply to statements or omissions in the Registration Statement, any preliminary prospectus or the Prospectus based upon information furnished to the Company in writing by any Underwriter expressly for use therein. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934, from and against any and all losses, claims, damages and liabilities (including the fees and expenses -4- of counsel in connection with any governmental or regulatory investigation or proceeding) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (if used within the period set forth in paragraph (c) of Article V hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Underwriter expressly for use therein; provided, however, that the foregoing indemnity with respect to preliminary prospectuses shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Securities if such untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus is eliminated or remedied in the Prospectus and a copy of the Prospectus has not been furnished to such person at or prior to the written confirmation of the sale of such Offered Securities to such person. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel, related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall -5- be designated in writing by the Manager in the case of parties indemnified pursuant to the second preceding paragraph and by the Company in the case of parties indemnified pursuant to the first preceding paragraph. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. If the indemnification provided for in this Article VI is unavailable to an indemnified party under the second or third paragraphs hereof or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other in connection with the offering of the Offered Securities shall be deemed to be in the same proportion as the total net proceeds from the offering of such Offered Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters in respect thereof. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Article VI were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amounts paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article VI, no Underwriter shall be required to contribute any amount in excess of the -6- amount by which the total price at which the Offered Securities underwritten and distributed to the public by such Underwriter were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Article VI are several, in proportion to the respective principal amounts of Offered Securities purchased by each of such Underwriters, and not joint. The indemnity and contribution agreements contained in this Article VI and the representations and warranties of the Company in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by any Underwriter or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. VII. This Agreement shall be subject to termination by the Manager, by notice given to the Company, if, beginning on the date of the applicable Underwriting Agreement and ending on the Closing Date or, in the case of clause (i) below, since the respective dates as of which information is given in the Registration Statement, as amended to the date of the applicable Underwriting Agreement, (i) there has been any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (ii) there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which makes it, in the judgment of the Manager, impracticable to market the Firm Offered Securities or enforce contracts for the sale of the Firm Offered Securities, (iii) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or (iv) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York state authorities. VIII. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase under the applicable Underwriting Agreement on such date, and the aggregate number of Offered -7- Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase is not more than one-tenth of the aggregate number of Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Offered Securities set forth opposite their respective names in the applicable Underwriting Agreement bears to the aggregate number of Offered Securities set forth opposite the name of all such non-defaulting Underwriters, or in such proportions as we may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided -------- that in no event shall the number of Offered Securities that any Underwriter has agreed to purchase pursuant to the applicable Underwriting Agreement on such date be increased pursuant to this Article VIII by an amount in excess of one- ninth of such number of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities which it or they have agreed to purchase on such date and the aggregate number of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Offered Securities to be purchased on such date and arrangements satisfactory to us and you for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or we shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. IX. If this Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement except pursuant to Article VIII hereof, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. -8- This Agreement shall be governed by and construed in accordance with the laws of the State of New York. -9- Exhibit A Opinion of Gibson, Dunn & Crutcher LLC, Counsel to the Company The opinion of Gibson, Dunn & Crutcher LLC, counsel to the Company, to be delivered pursuant to Article IV, paragraph (b) of the document dated August 1998 entitled Wells Fargo & Company Underwriting Agreement Standard Provisions (Common Stock) shall be to the effect that: (i) The Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company. (ii) The Offered Securities have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered to and paid for by the Underwriters, will be duly and validly issued and fully paid and nonassessable and the issuance of the Offered Securities is not subject to any preemptive or similar rights. (iii) The Registration Statement is effective under the Securities Act of 1993, as amended, and to the best of such counsel's knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of said Act. (iv) No authorization, consent, approval of or filing with any governmental or regulatory body is required to be obtained by the Company in connection with the execution, delivery and performance of the Agreement or the issuance and sale of the Offered Securities, other than the filing with and order of the Securities and Exchange Commission in connection with the registration of the Offered Securities under the Securities Act of 1933, as amended, and except that the offer and sale of the Offered Securities in certain jurisdictions may be subject to the Blue Sky or securities laws of such jurisdictions. (v) The execution, delivery and performance of the Agreement by the Company and the issuance and sale of the Offered Securities will not contravene any provision of applicable law or regulation of the State of California or the United States, the General Corporate Law of the State of Delaware or the Restated Certificate of Incorporation, as amended, or By- Laws of the Company or the articles of association or By-Laws of the Bank (as defined in Exhibit B). A-1 (vi) The statements in the Prospectus Supplement under the captions "Description of Common Stock" and "Underwriting" and in the Prospectus under the captions "Description of Capital Stock -- General" "Description of Capital Stock -- Common Stock" and "Plan of Distribution," insofar as such statements constitute summaries of the documents referred to therein, fairly present the information called for with respect to such documents. (vii) Such counsel (1) believes that each document, if any, filed pursuant to the Securities Exchange Act of 1934 (except as to financial statements or other financial information included therein, as to which such counsel need not express any belief) and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with such Act and the applicable rules and regulations thereunder, (2) has no reason to believe that (except as to financial statements or other financial information included therein, as to which such counsel need not express any belief) any part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the securities Act of 1933 relating to the Securities, when such part became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (3) believes that the Registration Statement and Prospectus, as amended or supplemented, if applicable (except as to financial statements or other financial information included therein, as to which such counsel need not express any belief), comply as to form in all material respects with the Securities Act of 1933 and the applicable rules and regulations thereunder and (4) has no reason to believe that (except as to financial statements or other financial information included therein, as to which such counsel need not express any belief) the Registration Statement and the Prospectus on the date of the Prospectus Supplement did, and the Prospectus, as amended or supplemented, if applicable, on the Closing Date does, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters set forth in (vii) above, Gibson, Dunn & Crutcher LLP may state that their belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto and review and discussion of the contents thereof, but is without independent check or verification, except as specified. A-2 Exhibit B Opinion of the Chief Counsel to the Company The opinion of the Chief Counsel to the Company, to be delivered pursuant to Article IV, paragraph (c) of the document dated August 1998 entitled Wells Fargo & Company Underwriting Agreement Standard Provisions (Common Stock) shall be to the effect that: (i) The Company has been duly incorporated, is validly existing in good standing under the laws of the State of Delaware, is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and has all requisite corporate power and authority under its articles of incorporation and the laws of the United States and the State of Delaware to own, lease and operate its properties and conduct its business as described in the Prospectus. (ii) Wells Fargo Bank, National Association ("Bank"), is validly existing as a national banking association in good standing under the laws of the United States, the Bank has all requisite corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus; all of the issued and outstanding capital stock of the Bank has been duly and validly issued and is fully paid and nonassessable (subject, however, to the provisions of Section 55, Title 12, United States Code); and all of the capital stock of the Bank is owned by the Company, directly or indirectly, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. (iii) To the best knowledge and information of such counsel, there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be described or referred to in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement other than those specifically described or referred to therein or filed as exhibits thereto or to materials incorporated by reference therein, and the description thereof or reference thereto was correct at the date that the document incorporated by reference in the Registration Statement or Prospectus which contains such description or reference was filed with the Commission or, if not so incorporated by reference, is correct, provided, however, that such counsel need not express any opinion regarding such documents to the extent that they are required to be described or referred to in the financial statements or other financial information but not otherwise in the Registration Statement or Prospectus. B-1 (iv) The execution, delivery and performance of the Agreement by the Company and the issuance and sale of the Offered Securities will not contravene any provision of applicable law or regulation of the State of California or the United States or the articles of incorporation or by-laws of the Company or the Bank or, to the knowledge of such counsel, any provision of any agreement or other instrument binding upon the Company or the Bank. (v) The statements as to matters of law or legal conclusions contained under the caption "Supervision and Regulation" in the Company's latest annual report on form 10-K which is incorporated by reference in the Prospectus were correct as of the date such report was filed with the Commission, and such statements fairly present the matters referred to in such report. B-2 Exhibit C Opinion of Sullivan & Cromwell, Counsel for the Underwriters The opinion of Sullivan & Cromwell, counsel for the Underwriters, to be delivered pursuant to Article IV, paragraph (e) of the document dated August 1998 and entitled Wells Fargo & Company Underwriting Agreement Standard Provisions (Common Stock) shall be to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware. (ii) The Offered Securities have been duly authorized and validly issued and are fully paid and nonassessable. (iii) The Agreement has been duly authorized, executed and delivered by the Company. (iv) Such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, any Post-Effective Amendment thereto, the Basic Prospectus or the Prospectus Supplement except for those made under the captions "Description of Common Stock" and "Underwriting" in the Prospectus Supplement and under the captions "Description of Capital Stock -- General, " "Description of Capital Stock -- Common Stock" and "Plan of Distribution," in the Basic Prospectus insofar as they relate to provisions of documents therein described. (v) Such counsel (1) believes that each part of the Registration Statement, when such part became effective, and the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement (in each case, except as to financial statements or other financial information included therein, as to which such counsel need not express any belief), appeared on their face to be appropriately responsive, in all material respects relevant to the offering of the Offered Securities, to the requirements of the Securities Act of 1933 and the applicable rules and regulations thereunder and (2) has no reason to believe that each part of the Registration Statement (except as to financial statements or other financial information included therein, as to which such counsel need not express any belief), when such part became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary C-1 to make the statements therein not misleading or that the Basic Prospectus, as supplemented by the Prospectus Supplement (except as to financial statements or other financial information included therein, as to which such counsel need not express any belief), as of the date of the Prospectus Supplement, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters set forth in (v) above, Sullivan & Cromwell may state that their belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments or supplements thereto (other than the documents incorporated by reference therein) and review and discussion of the contents thereof (including documents incorporated by reference therein), but is without independent check or verification, except as specified. C-2 EX-5.A 3 OPINION OF GIBSON, DUNN & CRUTCHER Exhibit 5(a) September 16, 1998 (415) 393-8200 C 97808-00005 Wells Fargo & Company 420 Montgomery Street San Francisco, California 94163 Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-3 Ladies and Gentlemen: We have examined Post-Effective Amendment No. 1 to the registration statement on Form S-3, registration no. 333-10469 (the "Registration Statement"), filed by Wells Fargo & Company, a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"") for the issuance and sale by the Company of it debt securities (the "Notes"), Preferred Stock, $5.00 par value ("Preferred Stock"), and/or Common Stock, $5.00 par value (together with the Preferred Stock, the "Offered Equity Securities" and, collectively with the Notes and Preferred Stock, the "Offered Securities") with a remaining public offering price of up to $2,575,000,000. In connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by the Company in connection with its issuance and sale of Offered Securities. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as copies and the authenticity of the originals of such copied documents. On the basis of the foregoing and subject to the limitations, qualifications and expectations set forth below, we are of the opinion that, upon conclusion of the proceedings being taken or contemplated by us, as the Company's counsel, to be taken prior to the issuance of Offered Securities, and upon completion of the proceedings being taken in order to permit such transaction to be carried out in accordance with the securities laws of the various states where required, (i) the Offered Equity Securities, when issued and sold in the manner contemplated by Wells Fargo & Company September 16, 1998 Page 2 the prospectus forming a part of the Registration Statement and/or any prospectus supplement in connection therewith, will be legally and validly issued, fully paid and non-assessable; and (ii) the Notes, when issued and sold in the manner described in the prospectus forming a part of the Registration Statement and/or any prospectus supplement in connection therewith, and the Indenture relating thereto, will be legally and validly issued, fully paid and binding obligations of the Company. Our opinion set forth above as it relates to the Notes is subject to the effect of (i) applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and court decisions of general application (including, without limitation, statutory or other laws regarding fraudulent or preferential transfers) relating to, limiting or affecting the enforcement of creditors' rights generally, (ii) general principles of equity that may limit the enforceability of any of the remedies, covenants or other provisions of the Notes and the Indenture relating thereto, and (iii) the application of principles of equity (regardless of whether enforcement is considered in proceeding at law or in equity) as such principles relate to, limit or affect the enforcement of creditors' rights generally. We express no opinion as to (i) any provision of the Notes or the related Indenture regarding the remedies available to any person (A) to take action that is arbitrary, unreasonable or capricious or is taken in good faith or in a commercially reasonable manner, whether or not such action is permitted under such Notes or Indenture, or (B) for violations or breaches that are determined by a court to be non-material or without substantially adverse effect upon the Company's ability to perform its material obligations under such Notes or Indenture; or (ii) any provision of the Notes or the related Indenture that may provide for interest on interest or penalty interest. The Company is a Delaware corporation. We are not admitted to practice in Delaware. However, we are generally familiar with the Delaware General Corporation Law and have made such review thereof as we consider necessary for purposes of this opinion. Subject to the foregoing, this opinion is limited to Delaware and federal law. This opinion may not be quoted in whole or in part without our prior written consent. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name under the caption "Legal Matters" in the Registration Statement or any prospectus supplement and any amendment thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations of the Commission. Very truly yours, GIBSON, DUNN & CRUTCHER LLP EX-23.A 4 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 (a) INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors Wells Fargo & Company: We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to the Registration Statement (No. 333-10469) on Form S-3 of our report dated January 19, 1998 with respect to the consolidated balance sheet of Wells Fargo & Company and Subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, which report appears in the December 31, 1997 annual report incorporated by reference in the 1997 Form 10-K of Wells Fargo & Company, and to the references to our firm under the heading "Experts" in the Registration Statement. KPMG PEAT MARWICK LLP San Franciso, California September 16, 1998 EX-23.B 5 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23(b) Independent Auditors' Consent ----------------------------- The Board of Directors Norwest Corporation: We consent to the incorporation by reference in the Registration Statement (No. 333-10469) on Form S-3 of Wells Fargo & Company of our report dated January 15, 1998, with respect to the consolidated balance sheets of Norwest Corporation and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, and to the reference to our Firm under the heading "EXPERTS" in the prospectus. KPMG PEAT MARWICK LLP Minneapolis, Minnesota September 16, 1998 -----END PRIVACY-ENHANCED MESSAGE-----